APW LTD. By: By: ----------------------------- --------------------------------- Name: Name: --------------------------- ------------------------------- Title: Vice President Title: President and Chief Executive Officer Attest: Attest: By: By: ----------------------------- --------------------------------- Name: Name: -------------------------- ------------------------------- Title: Assistant Secretary Title: Assistant Secretary Exhibit A [Form of Rights Certificate] Certificate No. R- Rights NOT EXERCISABLE AFTER ________, 2010 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS THE TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. RIGHTS CERTIFICATE
APW LTD. This certifies that or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of ______, ____ (the "RIGHTS AGREEMENT") between APW Ltd., a Bermuda corporation (the "COMPANY"), and Firstar Bank N.A. (the "RIGHTS AGENT"), unless notice of redemption shall have been previously given by the Company, to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Central Standard time) on _________________ at the principal corporate trust office of the Rights Agent, or at the office of its successor as Rights Agent, one one-ten thousandth fully paid nonassessable share of the Preferred Share, par value $.01 per share, of the Company (the "PREFERRED STOCK"), at a purchase price of $______ per share (the "PURCHASE PRICE") upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase duly executed. The Purchase Price may be paid by certified bank check or money order payable to the order of the Company. The number of Rights evidenced by this Rights Certificate (and the number of shares of Common Stock which may be purchased upon exercise thereof) and the Purchase Price set forth above have been determined as of ________, ____, based on the Common Stock of the Company as constituted at that date. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Shares or Common Stock or other securities, cash or other property which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Rights Certificate are or were formerly beneficially owned, on or after the earlier of the Separation Date and the Stock Acquisition Date, by an Acquiring Person or an Affiliate, Associate or direct or indirect transferee of an Acquiring Person, the Rights may become null and void and the holder of the Right (including any subsequent holder) shall not have any right with respect to the Right. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby mad...
APW LTD. By: ----------------------------------------------- Name: Title:
APW LTD. By: /s/ Xxxxx Xxxxxxx -------------------------------------------- Xxxxx Xxxxxxx, Assistant Treasurer
APW LTD. By: /s/ Xxxxx Xxxxxxx ---------------------------------------- Name: Xxxxx Xxxxxxx
APW LTD. By: /s/ Xxxxxxx Xxxxxx ---------------------------------------- Name: Title: AIR CARGO EQUIPMENT (UK) LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APPLIED POWER LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW CASES EUROPE LTD. (fka Zero Cases Europe Ltd.) By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW DO BRASIL, LTDA. By: /s/ Xxxxxxxxxxx Xxxx Xxxxxxxx ---------------------------------------- Name: Xxxxxxxxxxx Xxxx Xxxxxxxx Title: Site Leader APW ELECTRONICS GROUP PLC By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ELECTRONICS GMBH By: /s/ Xxx Xx Xxxxxx ---------------------------------------- Name: Xxx Xx Xxxxxx Title: Director APW ELECTRONICS LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS (UK) LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS HOLDING, INC. By: /s/ Xxxxxxx Xxxxxx ---------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS HOLDINGS, LTD. By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ENCLOSURES SYSTEMS, LP by APW Enclosure Systems Holding, Inc., its General Partner By: /s/ Xxxxxxx Xxxxxx ---------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS PLC By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS, INC. By: /s/ Xxxxxxx Xxxxxx ---------------------------------------- Name: Title: APW ENCLOSURES (DUBLIN) LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW ENCLOSURES LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW FINANCE LIMITED By: /s/ ---------------------------------------- Name: Title: APW GALWAY LIMITED By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW HOLDING B.V. By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW HOLDINGS (EUROPE) LTD. By: /s/ Xxxxx Xxxx ---------------------------------------- Name Title: APW HOLDINGS (UK) LTD. By: /s/ Xxxxx Xxxx ---------------------------------------- Name: Title: APW INVESTMENTS UK LIMITED By: /s/ Xxxxx X...
APW LTD. By: /s/ Xxxxx Xxxxxxx ----------------------- Name: Xxxxx Xxxxxxx Title: Asst. Treasurer
APW LTD. By: Xxxxxxx X. Carrroll -------------------------------------- Its: Vice President ------------------------------------- [End of Signature Page to the Investor Rights Agreement. Counterpart signature pages for the Investors to be attached separately pursuant to Section 18H.]
APW LTD. By: ----------------------------- Title: EXHIBIT D THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). -------------- SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROVISIONS OF A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY, A COPY OF SUCH AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO APPROPRIATELY INTERESTED PERSONS. APW LTD. SECOND TRANCHE WARRANT CERTIFICATE Dated as of December 13, 2001 Warrants to Purchase Common Shares ---------------------------------- APW Ltd., a Bermuda company (the "Company"), hereby certifies that, ------- for value received, _____________, or registered assigns (the "Holder"), is the ------ registered owner of ____________ Warrants (as adjusted from time to time as provided herein, the "Warrants"), each of which will entitle the registered -------- owner thereof to purchase one share, as adjusted from time to time as provided herein (each such share being a "Warrant Share" and all such shares being the ------------- "Warrant Shares"), of the common shares, par value $0.01 per share, of the -------------- Company, including the related preferred stock purchase rights associated with each of the common shares (the "Common Shares"), at the exercise price of ------------- U.S.$0.01 per share (as adjusted from time to time as provided herein, the "Exercise Price") during the period (the "Exercise Period") from and after -------------- --------------- October 1, 2002 (subject to acceleration as provided in Section 3(f)) (such ------------- date, the "Commencement Date") until May 15, 2006, all subject...
APW LTD. By: ---------------------------------------- Name:
